NZX has released a consultation paper ("Consultation on Market Rules for the Main Board and Debt Market", 30 March 2012) proposing changes to the listing rules.
The change that is likely to capture the most attention is the proposal to add a new paragraph to Rule 10.5.5 of the Listing Rules to require an issuer to include disclosure in its annual report as to gender diversity. This disclosure would include a quantitative breakdown of the gender composition of each of the issuer's board, senior management team and any subsidiary board. If the issuer has a diversity policy, the issuer's board will also be required to provide a statement of its evaluation of the issuer's performance against that policy.
The NZX consultation paper states that diversity, and gender diversity in particular, contributes to improved performance at both the board and senior management level. The information disclosed pursuant to the Rule will allow investors to maintain an informed view of diversity as a factor that is relevant to an issuer's expected performance.
The consultation paper proposes a number of other amendments including:
- Amending the definition of "Equity Security" and Rules 7.3.1 and 7.3.10(b) to clarify how that term and those Rules work together in respect of securities with conversion rights
- Removing the requirement (Rule 6.1.2.(e) and 7.1.1.(a)) for an issuer to obtain NZX approval of an offering document or prospectus for a security which is not quoted on the main board or debt market
- A number of changes to the Rules governing employee share schemes
- Amending Rule 3.3.3(a) so that an issuer is only required to release to the market the names of its independent directors following the annual meeting at which the new director was appointed (removing the need to make a statement in both the annual report and after an annual meeting)
- Amending Rule 7.1.5(b) so that the required timetable of relevant dates in an offering document includes a date for the allocation of common shareholder numbers by the issuer's registry to security holders
- Clarifying that Rule 9.1 (which requires shareholder approval for major transactions) does not apply to transactions involving the issue of shares or other transactions entered into by the issuer solely for fund raising purposes.
NZX is welcoming submissions on its proposed new Rules and, in relation to gender diversity, alternative suggestions as to how diversity information could be disclosed. Submissions close on 30 May 2012.